Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers
Appointment of Dr. Sapna Srivastava to the Board of Directors
On December 29, 2022, Innoviva, Inc. (the "Company") appointed Sapna Srivastava,
Ph. D., to its Board of Directors (the "Board"), effective January 1, 2023 (the
"Srivastava Effective Date"). Dr. Srivastava is an experienced senior executive
within the biopharmaceutical industry. Dr. Srivastava was the chief financial
and strategy officer for Abide Therapeutics (acquired by Lundbeck), and prior to
that, was chief financial and strategy officer for Intellia Therapeutics. She
played an integral role in helping build Intellia's financial operations and
strategic direction. She also held an advisory role at eGenesis Bio as interim
chief financial officer to support the company's financial and strategic
planning. Prior to her industry experience, she spent nearly 15 years as a stock
analyst for the biotechnology sector, including as the senior analyst and team
leader of the biotechnology group at Goldman Sachs; a senior biotechnology
analyst at Morgan Stanley and ThinkEquity Partners; and as a research associate
at JP Morgan. Dr. Srivastava has also served as a board member for several
therapeutic focused biotechnology companies and nonprofits. Dr. Srivastava holds
a Ph.D. from New York University School of Medicine and a B.Sc. from St.
Xavier's College, University of Bombay.
There is no arrangement or understanding between Dr. Srivastava and any other
persons, pursuant to which Dr. Srivastava was selected as a director.
The Board has determined that Dr. Srivastava qualifies as an independent
director of the Board under the applicable independence rules of (A) the
Securities and Exchange Commission and (B) the Nasdaq Global Select Market
listing standards.
Since January 1, 2022, there have not been any transactions, nor are there any
currently proposed transactions, in which Innoviva was or is to be a participant
and the amount involved exceeds $120,000, and in which Dr. Srivastava had or
will have a direct or indirect material interest.
Pursuant to Innoviva's non-employee director compensation program, on the
Srivastava Effective Date, Dr. Srivastava received the following awards under
the Company's 2012 Equity Incentive Plan: (i) a restricted stock unit ("RSU")
award in the amount of $125,000 (the "Initial RSU Award"); (ii) an RSU award in
the amount of $56,250 (the "Prorated Annual RSU Award"); and (iii) an award of
options to purchase 2,500 shares of common stock of the Company (the "Prorated
Annual Option Award"). The Initial RSU Award vests in equal annual installments
on each of the first two anniversaries of the Srivastava Effective Date, and the
Prorated Annual RSU Award and Prorated Annual Option Award each vest in a single
installment on the earlier of the date of the Company's next annual
stockholders' meeting and the first anniversary of the Srivastava Effective
Date, in each case, subject to Dr. Srivastava's continuous service through the
applicable vesting date; provided that all such RSUs and options, to the extent
then-unvested, will immediately vest in full upon a termination of Dr.
Srivastava's service due to her death or disability or upon a change in control
of the Company. Dr. Srivastava will also receive an annual cash retainer of
$50,000 for her service as a Board member.
Dr. Srivastava has entered into an indemnification agreement with the Company
requiring the Company to indemnify her to the fullest extent permitted under
Delaware law with respect to her services as a director. The indemnification
agreement is in the form entered into with the Company's other directors and
executive officers. This form of indemnification agreement is attached as
Exhibit 99.1 to the Form 8-K of the Company filed with the SEC on May 26, 2020.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 31, 2022, the Board amended the Company's by-laws, effective as of
January 1, 2023, to remove reference to SmithKline Beecham Corporation, a
Pennsylvania corporation, as a shareholder of the Company and update the
procedures and information requirements for the nomination of directors,
including with respect to Rule 14a-19 promulgated under the Securities Exchange
Act of 1934, as amended. A copy of the Corporation's complete by-laws, as
amended, is filed as Exhibit 3.1 to this report. The above summary is qualified
by reference to the full text of the amended by-laws.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description of Exhibits
3.1 Amended and Restated By-Laws of Innoviva, Inc., effective as of January
1, 2023
104 Cover Page Interactive Data File (embedded within the inline XBRL)
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